Citigroup (C)

Notes to Equity Compensation Plan Information Table

(1) Includes 29.55 million shares issuable upon the vesting of deferred stock awards. Does not include an aggregate of 11.68 million shares subject to outstanding options under plans assumed by Citigroup in connection with mergers and acquisitions. Citigroup has not made any awards under these plans, and they are not considered as a source of shares for future awards. The weighted-average exercise price of such options is $37.57 per share. Some of the assumed options also entitle the holders to receive an aggregate of up to 281,566 Litigation Tracking Warrants (LTWs). The LTWs were issued in 1998 to holders of the outstanding common stock of Golden State Bancorp Inc. (GSB), and were assumed by Citigroup upon the acquisition of GSB in 2002. The LTWs, which are listed on the NASDAQ National Market under the trading symbol GSBNZ, could become exercisable for shares of Citigroup common stock and cash upon the occurrence of certain events. The number of shares for which each LTW may become exercisable, if any, will depend on factors existing at such time, including the number of LTWs that remain outstanding.

(2) As described in footnote 1 above, does not include 11.68 million shares subject to outstanding options under certain plans assumed by Citigroup in connection with mergers and acquisitions, and 29.55 million shares subject to deferred stock awards.

(3) Includes 310.99 million shares available for issuance under the Citicorp plan. This plan, which expires on December 31, 2006, provides that the number of authorized shares shall be increased each January 1 by 1.5% of the common stock and

(footnotes continued on following page)

64

Table of Contents

(footnotes continued from previous page)

equivalents outstanding at the prior December 31^st, plus any shares subject to awards which were forfeited, canceled or settled without issuance. The Citicorp plan was approved by shareholders of Citicorp on April 9, 1997, and assumed by Citigroup pursuant to the merger of Citicorp and Travelers Group Inc., which was approved by shareholders of both companies on July 22, 1998. The Citicorp plan will be terminated if Proposal 3 in this proxy statement is approved. Does not include shares that were available for issuance under plans approved by shareholders of acquired companies but under which Citigroup does not make any awards. Of the number of shares available for future issuance, 368.99 million of such shares are available under plans that provide for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights.

(4) Includes 3.78 million shares issuable upon the vesting of deferred stock awards. Does not include 310,609 shares subject to outstanding options under a plan assumed by Citigroup in a merger. Citigroup has not made any awards under this plan, and it is not considered as a source of shares for future awards by Citigroup. The weighted-average exercise price of such options is $45.37 per share.

(5) As described in footnote 4 above, does not include 310,609 shares subject to outstanding options under a plan assumed by Citigroup in a merger, and 3.78 million shares subject to deferred stock awards.

(6) Does not include plans of acquired companies under which Citigroup does not make any awards. Of the number of shares available for future issuance, 5.20 million of such shares are available under the employee incentive plan, which provides for awards of restricted stock, in addition to (or in lieu of) options, warrants and rights, and 110,320 shares are available under a plan that provides for awards of restricted stock only. This plan will be terminated upon the expected sale of Travelers Life & Annuity Company to MetLife, Inc.

The following disclosure is provided with respect to the employee incentive plan and other plans that have not been submitted to stockholders for approval. Additional information regarding Citigroup’s equity compensation programs can be found in Note 23 to Citigroup’s financial statements contained in its Annual Report in Form 10-K.